UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 19, 2011
RAINMAKER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 0-28009 | 33-0442860 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 900 East Hamilton Ave. Campbell, CA |
95008 | |
| (Address of principal executive offices) | (Zip Code) | |
(408) 626-3800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 – Corporate Governance and Management
Item 5.07 – Submission of Matters to a Vote of Security Holders
The 2011 Annual Meeting of Stockholders of Rainmaker Systems, Inc. (“Rainmaker” or the “Company”) was held on May 19, 2011 (the “Annual Meeting”). At the Annual Meeting, the stockholders re-elected the following individuals as Class III Directors to serve on the Board of Directors:
| Nominee |
Votes For |
Votes Withheld |
Broker Non Votes | |||
| Bradford Peppard |
7,225,344 | 30,645 | 8,497,178 | |||
| Gary Briggs |
7,225,531 | 30,458 | 8,497,178 |
Each Class III Director will serve until the Company’s 2014 annual meeting, or until his successor is duly elected and qualified.
In addition, the following proposal was voted on and approved at our Annual Meeting:
| Votes For | Votes Against | Abstentions | Broker Non Votes | |||||||||||||
| Proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 |
15,585,791 | 166,839 | 537 | 0 | ||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RAINMAKER SYSTEMS, INC. | ||||
| (Registrant) | ||||
| May 20, 2011 |
/s/ Timothy Burns | |||
| Date | (Signature) | |||
| By: Timothy Burns | ||||
| Title: Chief Financial Officer | ||||
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